Welcome and thank you very much for your interest in Lyft Inc.'s ("Lyft") Developer Platform (the "Platform"). The Platform encompasses the Lyft API, the Lyft Developer Portal, and all future developer products Lyft may build. Lyft built the Platform to allow developers to integrate their new or existing products with Lyft's transportation network service (the "Service").
YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE ALL AUTHORITY NECESSARY TO BIND YOURSELF TO THESE PLATFORM TERMS. IF, AT ANY TIME, YOU DO NOT AGREE TO THESE PLATFORM TERMS, THEN YOU ARE NO LONGER GRANTED A LICENSE TO USE THE PLATFORM OR SERVICE, AND MUST DISCONTINUE ALL USES IMMEDIATELY. IF YOU ARE USING THE PLATFORM OR SERVICE ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION (COLLECTIVELY, A "SUBSCRIBING ORGANIZATION"), THEN YOU REPRESENT AND WARRANT THAT YOU: (A) ARE AN AUTHORIZED REPRESENTATIVE OF THAT SUBSCRIBING ORGANIZATION WITH THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE PLATFORM TERMS; (B) HAVE READ AND UNDERSTAND THESE PLATFORM TERMS; AND (C) AGREE TO THESE PLATFORM TERMS ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION.
To access and use the Platform, you must create an account (an "Account") by registering at the Lyft Developer Portal and providing Lyft with current, complete, and accurate information about you, your Subscribing Organization (if any) and Your Application (as defined below).
You are solely responsible for maintaining the confidentiality of any credentials, including unique API keys, provided by Lyft to you ("Credentials"). You may only access your Account with the Credentials provided to you by Lyft and you will be fully responsible and liable for all activities that occur through the use of your Credentials. You agree to notify Lyft immediately if you discover or suspect any unauthorized use of your Credentials, or any other breach of security with respect to your account on the Service. Lyft will not be liable for any losses, damages or claims arising from unauthorized use of your Credentials.
The Platform allows you to create certain compatibility between an application, service or product created by you ("Your Application") and the Lyft Service.
Subject to these Platform Terms, you are hereby granted a limited, nonexclusive, non-sublicensable, nonassignable (except as authorized herein), freely revocable license to access and use the Platform and Service (and any supporting documentation provided by Lyft) solely for the purpose of developing Your Application to use the
Platform and Service and display and transmit the information provided therefrom ("Lyft Content") to end users. All rights not expressly granted to you herein are reserved by Lyft.
Lyft may at any time change the specifications of or restrict or limit access to the Platform or Service in Lyft's sole discretion, without any liability to you. Your right to access and use the Platform and Service is a privilege, which may be revoked by Lyft at any time, without or without notice. You acknowledge and agree that Lyft may use any technological means to enforce these Platform Terms. Notwithstanding anything to the contrary, you hereby grant Lyft the right to crawl, test or otherwise monitor Your Application for the purpose of verifying your compliance with these Platform Terms, and that you will not block, attempt to block or otherwise interfere with such crawling or monitoring.
a. at all times comply with these Platform Terms as well as the Lyft Policies and all other terms governing your use of the Platform and Service;
d. notify Lyft immediately if you receive any complaint based on your use of the Platform or Service;
e. provide any information and/or other materials related to Your Application requested by Lyft from time to time to verify your compliance with these Platform Terms;
f. in Your Application, display and promote the ability to use the Platform, without limitation, by linking to the Lyft application, and incorporating Lyft branding pursuant to the Lyft trademark guidelines.
a. use the Platform or Service in any manner that is competitive to Lyft or the Service, including in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to Lyft’s products and services, in our sole discretion;
b. modify, adapt, translate, decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, prepare derivative works of, modify, or attempt to derive source code from the Platform or Service, or attempt to do any of the foregoing;
c. obtain access to the Platform or Service without all necessary authorization;
d. include any viruses, worms, Trojan horses or any other harmful code that could, in Lyft's sole discretion, affect the Platform or the Service;
e. copy, distribute, reproduce, sell, resell, lend, lease, rent, use, allow access to, or otherwise commercialize or monetize the Platform, Service or Lyft Content;
f. aggregate the Lyft Content (including metadata) to create databases, or any other compilations of Platform content or Lyft Content, or use the Lyft Content to populate any other sites, applications or services other than Your Application;
g. suggest or imply any endorsement or approval of Your Application or any advertising or third party content contained in Your Application by Lyft;
h. interfere or attempt to interfere in any manner with the proper functioning of the Platform or Service;
i. circumvent any territorial filtering imposed by Lyft;
j. use the Platform or Service for any illegal or unauthorized purpose, including the violation or misappropriation any third party's privacy or publicity rights, intellectual property rights or other proprietary rights;
k. collect, cache or store Lyft passwords of Lyft Users using Your Application or any other Lyft Content, except for local caching of metadata for up to 24 hours;
l. access or use or attempt to access or use any data or content from any Lyft User that you do not have proper authorization to access or use;
m. send messages to or communicate with a Lyft User unless such User expressly consents to such communication;
n. request, collect, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any Lyft Users, or to proxy authentication credentials for any Lyft Users for the purposes of automating logins to the Platform without adding material additional features or functionality;
o. remove, obscure, or alter any notice of patent, copyright, trademark or other proprietary right appearing in the Platform, whether of Lyft or any other third party;
p. access any undocumented feature of the Platform or Service, or use any documented feature of the Platform or Service other than for its intended purpose;
q. impose or purport to impose any obligation on any person, or grant or purport to grant any right, power or authority to yourself or any other person, that would be inconsistent with these Platform Terms, and you agree that any such obligation, right, power or authority purportedly imposed or granted shall be null and void;
r. attempt to conceal your identity or Your Application's identity when requesting authorization to use the Platform or Service or use any Credentials other than your own or use any Credentials after your authorization has been revoked by Lyft;
s. use the Platform in a manner that adversely impacts the stability of Lyft's servers or the Service or adversely impacts the behavior of other applications using the Platform or Service, in Lyft's sole determination;
t. use the Platform for the purpose of collecting personally identifiable information of any Lyft User without such Lyft User's permission;
u. use the Platform or Service in such a way that knowingly harms, misuses, or brings into disrepute Lyft or Lyft's brands, trademarks, logos or names;
v. distribute any application online through one or more website(s) that is/are in any way similar to the Platform or Service or use the Lyft trademarks, or words confusingly similar or describing Lyft's products or services, as the registered URL for your website(s), except as expressly approved in writing by Lyft; and
w. use an unreasonable amount of bandwidth, storage or processing power as determined by Lyft in its sole discretion, or use the Platform or Service in a manner that exceeds the quota limitations set forth herein;
x. do any of the following: (i) facilitate and/or promote illegal activity, including, without limitation, any activity that is fraudulent, such as engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for misleading purposes, (ii) depict sexually explicit images, (iii) promote violence and/or discrimination, (iv) incorporate any materials, or encourage or endorse users to post or upload any materials, that infringe or assist others to infringe on any intellectual property right, (v) engage in the endorsement of political positions, political candidates or religious causes, (vi) engage in the sale or advertisement of pornography, tobacco, firearms or personal hygiene products (but excluding soaps, shampoos, perfumes, lotions and toothpastes), (vii) engage in spamming or other advertising or marketing activities that violate any applicable laws, regulations or generally-accepted advertising industry guidelines, and (viii) engage in any activity that is malicious or harmful to any person or entity, including an activity that may be libelous or defamatory, or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation, age or any other protected class pursuant to U.S. federal or any state laws.
y. as determined by Lyft in its sole discretion, reasonably be capable of misleading a user into believing that he or she is interacting directly with the Platform or Service when interacting with Your Application.
z. use the Platform or Service to investigate, track or surveil Lyft Users, or to obtain information on Lyft Users, information on Lyft Users, in a manner that would require valid legal process.
As between you and Lyft, you acknowledge that Lyft owns all right, title, and interest in the Platform and Service. All rights not expressly granted hereunder are reserved by Lyft. Except for the limited licenses expressly granted
herein, these Platform Terms grant you no right, title, or interest in any intellectual property owned or licensed by Lyft, including (but not limited to) the Platform, the Service, Lyft Content, and Lyft trademarks. Any rights granted hereunder are granted solely to you and not, by implication or otherwise, to any parent, subsidiary, or affiliate of you.
As between you and Lyft, you own Your Application (subject to the below and Lyft's underlying rights in the Platform and Service). You are solely responsible for all costs incurred by you in the creation of Your Application.
You acknowledge and agree that Lyft and other Platform Developers may independently develop other applications through their use of the Platform or Service or otherwise which are identical or similar to Your Application in function, code or other characteristics. You agree that You will have no ownership or intellectual property rights in such applications. By submitting or otherwise making available an application that uses the Platform or Service, you acknowledge and agree that Your Application and/or its functionality may be replicated, imitated or otherwise duplicative with other applications or functionality developed by Lyft or third parties.
Lyft may limit the number or nature of network calls that Your Application may make with the Platform and Service in Lyft's sole discretion. Lyft may change such usage limits at any time with or without notice. Without limiting any of its rights under the Lyft Policies, and these Platform Terms, Lyft may use technical means to prevent over-use and/or stop use of the Platform or Service if Your Application exceeds usage limitations.
You must provide attribution to Lyft when you use the Platform and Service in connection with Your Application. The attribution must be in a manner consistent Lyft's API Guidelines (which may be communicated to you in writing from time to time).
You shall place the following notice prominently in the "Help" or "About" section (or similar) of Your Application: "This product uses the Lyft Platform but is not endorsed, certified, or otherwise approved by Lyft."
Apart from providing attribution as expressly described in this Section, you shall not use the name "Lyft" in any way, including, but not limited to, in the hostname of your application (i.e. lyft.domain.com) without prior express written permission from Lyft. If you do receive permission to use the name, marks or logos of Lyft, you must not use them in any manner that creates a false suggestion, either directly or indirectly, that Your Application is sponsored by Lyft or an "official" Lyft application. In addition, you must not use the name of Lyft in any way that takes unfair advantage of Lyft's goodwill or is likely to cause consumer confusion.
Your license to the Platform and Service under these Platform Terms continues until terminated by yourself or Lyft. You may terminate the license at any time by discontinuing use of the Platform and deleting all copies of the Platform and Service materials. Lyft may terminate the license without liability at any time for any reason, with or without notice. Additionally, your rights to use the Platform and Service may be terminated immediately if you violate any of the terms and conditions herein. Upon expiration or termination of the license granted herein, you will discontinue any and all use of the Platform and Service.
Lyft may elect to provide you with support or modifications for the Platform (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. Lyft may change, suspend, or discontinue any aspect of the Platform or Service at any time, including the availability of any Platform or Service functionality. Lyft may also impose limits on certain features and services or restrict your access to parts or all of the Platform or Service without notice or liability. Lyft shall have no liability to you for any changes in or discontinuation of the Platform, Service, or any Support.
You hereby grant Lyft a royalty free license to reproduce and publicly display your company name, Your Application name and/or logo for the purpose of promoting Your Application on any website or social media
accounts owned or controlled by or on behalf of Lyft, and other related marketing materials and marketing collateral, whether online or offline, and through any medium and using any technology, whether now known or hereafter created, selected by Lyft in its sole discretion. You shall retain all ownership rights in your company name, logo and Your Application, and the goodwill of any use by Lyft shall inure to your benefit.
Lyft reserves the right to charge a fee for using the Platform and Service in its sole discretion. You do not have an obligation to continue using the Platform or Service should Lyft exercise its right to charge a fee. All fees are exclusive of applicable taxes (e.g., sales, use, or value-added tax), unless otherwise stated, and you are solely responsible for the payment of any such taxes that may be imposed on your use of the Platform or Service. Lyft will provide you with notice prior to the imposition of any fees and you will have the opportunity to terminate your use of the Platform and Service prior to being subject to the payment of any fees.
You hereby agree to indemnify, defend, and hold harmless Lyft and its employees, directors, agents and representatives, from any liability, loss or claim arising out of or relating to: (a) your breach or alleged breach of these Platform Terms; (b) your use of or interaction with the Platform or Service other than as expressly permitted herein; (c) Your Application or business; (d) your violation of any law, treaty, regulation or other governmental order; or (e) your violation of the intellectual, proprietary or other rights of any third parties. You will control the defense and settlement of any claim subject to indemnification by you hereunder, provided that Lyft may at any time elect to take over control of the defense and settlement of any claim. You may not settle any such claim without Lyft's prior written consent.
Lyft does not warrant that the Platform, Service, Lyft Content, or any data, or any other information offered on or through the Platform will be uninterrupted, accurate, or free of errors, viruses or other harmful components and does not warrant that any of the foregoing shall be corrected. Lyft is not responsible for the conduct of any Lyft User.
THE PLATFORM AND SERVICE ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LYFT, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LYFT, OR ANYONE ACTING ON BEHALF OF LYFT, OR THROUGH THE PLATFORM OR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU UNDERSTAND AND AGREE THAT YOU ACCESS, DOWNLOAD OR USE THE PLATFORM OR SERVICE AT YOUR
DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING ANY COMPUTER SYSTEMS USED IN CONJUNCTION WITH THE SERVICE AND THE PLATFORM) OR LOSS OF DATA THAT RESULTS FROM ACCESSING, DOWNLOADING OR USING THE SERVICE AND PLATFORM.
UNDER NO CIRCUMSTANCES WILL LYFT BE LIABLE TO YOU FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, REVENUE, OR ANTICIPATED PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT LYFT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE PLATFORM TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
YOU EXPRESSLY ACKNOWLEGE THAT AS USED IN THIS SECTION, THE TERM LYFT INCLUDES LYFT'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
You acknowledge that the limitations and exclusions contained in this Section and elsewhere in these Platform Terms are a condition precedent to Lyft granting you the license herein. You further acknowledge and agree that Lyft would not be able to provide you with access to the Platform or Service without the limitation of liability set forth in these Platform Terms. Without limiting the generality of the foregoing, you and Lyft acknowledge and agree that (a) the provisions hereof that limit liability, disclaim warranties, or exclude consequential damages or other damages or remedies will be severable and independent of any other provisions and will be enforced as such, regardless of any breach or other occurrence, and (b) all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective, and enforceable in accordance with their respective terms, even under circumstances that cause any exclusive remedy under this Agreement to fail of its essential purpose.
A. By participating in the Affiliate Program, you may be eligible to earn incentives ("Incentives") for new users in the United States that originate from your application, and, via the API integration, register for Lyft and complete their first trip requested via the Lyft Platform ("New Lyft Users"), as further set forth herein. You will be eligible to earn the Incentives after you have referred 50 New Lyft Users, subject to your compliance with this Agreement. The maximum amount of Incentives that you are eligible to earn is up to $7,500 per month. You can find more information about the current types of Incentives and requirements to earn such Incentives on the Affiliate Program page on Lyft’s developer portal located here. We make no guarantee of the number of downloads or level of use, clicks or impressions that may be generated for your application by participating in the Affiliate Program or using the Lyft API, or the amount of Incentives you may be eligible for or ultimately earn. We reserve the right to change the amount or type of Incentives offered, or to cease offering Incentives, at any time in our sole discretion.
B. If you are eligible under this Agreement, we will compensate you for any Incentives that you earn through the Affiliate Program within sixty (60) days of the end of the month in which earn such Incentives. We will notify you via email to the address you provided to us for your developer account and provide you with further instructions in order to create an invoice. We are not responsible or liable for the inability to provide Incentives due to inaccurate Lyft account or payment account information provided by you. In addition, we may be required by law to obtain tax information from you if your Incentives are considered taxable in the United States or any other jurisdiction, and if we request this information and you do not provide it to us, we may withhold your Incentives until such information is provided. You are responsible for all federal, state and local tax liabilities. Finally, if we determine that payment of Incentives to you in any jurisdiction is illegal under applicable laws, then we may reserve the right to not pay Incentives in that jurisdiction.
C. You may not be eligible to earn an Incentive under certain circumstances, including, without limitation, the following scenarios:
- A New Lyft User who cannot be attributed as originating from your application within a specific attribution window;
- A New Lyft User who downloads the Lyft application and while originating from your application does not meet the eligibility criteria based on such New Lyft User’s use of Lyft’s service;
- Transactions where you and the New Lyft User are the same person;
- A New Lyft User originates from your application in error or via fraudulent or illegal means; and
- We determine in our sole discretion that you are violating these Platform Terms or the Lyft terms of service.
D. Participation in the Affiliate Program may involve the use of special promotional campaigns for new users or members of the Affiliate Program. This may include, without limitation, creating, in our sole discretion, promotional codes ("Promo Codes") that may be redeemed for account credit or other features or benefits related to the Lyft Platform, subject to terms and conditions that we establish on a per-Promo Code basis. If we permit you to use a Promo Code, you agree that:
- They must be used for the intended audience and purpose, and in a lawful manner;
- They may not be duplicated, sold or transferred in any manner, or made available to the general public, unless expressly permitted by us;
- They may be disabled by Lyft at any time for any reason without any liability to you or any third party; and
- They may only be used pursuant to the specific terms that we establish for such Promo Code. We reserve the right to withhold or deduct cash, credits or other features or benefits obtained through the use of Promo Codes by you or any other applicable user of the Lyft Services if we reasonably determine that the use or redemption of the Promo Codes was in error, or was fraudulent, illegal or in violation of the applicable Promo Code terms, this Agreement or these Platform Terms.
*You and We agree that any legal disputes or claims arising out of or related to these Platform Terms or the Lyft API (including but not limited to the use of the Lyft Platform and/or the Services, or the interpretation, enforceability, revocability, or validity of the Agreement, or the arbitrability of any dispute), that cannot be resolved informally shall be submitted to binding arbitration in the state in which the Agreement was performed. The arbitration shall be conducted by the American Arbitration Association under its Commercial Arbitration Rules (a copy of which can be obtained here), or as otherwise mutually agreed by you and we. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be brought within the time required by applicable law. You and we agree that any claim, action or proceeding arising out of or related to the Agreement must be brought in your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative, collective, or class proceeding.
YOU ACKNOWLEDGE AND AGREE THAT YOU AND LYFT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.*
These Platform Terms and any arbitration arising from disputes under these Platform Terms shall be governed by the laws of the state of California without regard for its conflict of laws principles. All claims arising out of or relating to these Platform Terms will be brought exclusively in the federal or state courts of San Francisco County, California, USA, and you consent to jurisdiction in those courts. You may not transfer or assign these Platform Terms or any of the rights or licenses granted under these Platform Terms, without the prior written consent of Lyft. Any attempted transfer in violation of the foregoing is void. Lyft may freely assign these Platform Terms at any time with or without notice. The parties are independent contractors with respect to each other. These Platform Terms do not constitute and may not be construed as constituting a partnership or joint venture between you and Lyft, or an employee-employer relationship. The failure of Lyft to exercise or enforce any right or provision of these Platform Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Platform Terms will be effective only if in writing and signed by Lyft. If any provision of these Platform Terms is held to be
unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Platform Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions. Upon termination of these Platform Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration.